ELIZABETHTOWN WATER COMPANY 
600 South Avenue 
Westfield, New Jersey 07090




           BY - L A W S


	      ADOPTED - June 30, 1961
	      Revised - May 7, 1973
	      Revised - February 19, 1975
	      Revised - December 21, 1977
	      Revised - July 15, 1982
	      Revised - December  16, 1982
	      Revised - June 21,  1984
	      Revised - December  18, 1986
	      Revised - June 21, 1990
	      Revised - May 15, 1997



	              		INDEX
 		              	to

	             		BY-LAWS

		ARTICLE I - STOCKHOLDERS                       Page
		

	

			Section 1.      Annual Meeting                  1

			Section 2.      Special Meetings                1
								      
			Section 3.      Quorum                          2

			Section 4.      Voting                          3

			Section 5.      Inspectors                      4



		ARTICLE II - BOARD OF DIRECTORS



	  Section  1.     Number, Eligibility and Term of Office           5

	  Section  2.     Vacancies                                        5

	  Section  3.     Place of Meetings                                5

	  Section  4.     Regular Meetings                                 5

	  Section  5.     Special Meetings                                 6

	  Section  6.     Quorum                                           6

	  Section  7.     Committees                                       7

	  Section  8.     Designation of Depositories                      7

	  Section  9.     Contracts with Directors, Etc.                   7

	  Section  10.    Compensation of Directors                        8

	  Section  11.    Compensation of Officers and Employees           8



		ARTICLE III -  OFFICERS

			

	  Section  1.     Enumeration of, Election, Removal of     8

	  Section  2.     Powers and Duties  of Chairman           9

	  Section  3.     Powers and Duties  of Vice Chairman     10

	  Section  4.     Powers and Duties  of President         10

	  Section  5.     Powers and Duties  of Executive         10
				Vice President

	  Section  6.     Powers and Duties  of Vice President    11

	  Section  7.     Powers and Duties  of Secretary         11

	  Section  8.     Powers and Duties  of Assistant         12
					  Secretary

	  Section  9.     Powers and Duties of Treasurer          12

	  Section  10.    Powers and Duties of Assistant          13
				Treasurer





		ARTICLE IV - CAPITAL STOCK                       Page     



	  Section 1.      Certificate of Shares                   14

	  Section 2.      Transfer of Shares                      15

	  Section 3.      Rules and Regulations as to Issue,      15
			               	Transfer and Registration of 
               				Shares of Stock



	  Section 4.      Closing Transfer Books                  15

	  Section 5.      Fixing Date for Determination
                  				of Stockholders' Rights              15



		ARTICLE V - DIVIDENDS AND WORKING CAPITAL



	   Section 1.      Dividends                              16

	   Section 2.      Working Capital                        16



		ARTICLE VI - CHECKS, NOTES, CONTRACTS, ETC.



	   Section 1.       Checks and Notes                      17

	   Section 2.       Contracts and Instruments             18



		ARTICLE VII - MISCELLANEOUS PROVISIONS



	    Section 1.              Fiscal Year                    18

	    Section 2.              Principal Office               18

	    Section 3.              Officers' Voting Stock         19

	    Section 4.              Rules of Order for Meetings    19



		ARTICLE VIII - CORPORATE SEAL                             20



		ARTICLE IX - AMENDMENT OF BY-LAWS                         20





                  BY-LAWS
                    OF
        ELIZABETHTOWN WATER COMPANY



ARTICLE I

STOCKHOLDERS

Section 1.    Annual Meeting.    A meeting of the stockholders
of the company shall be held annually at the principal office of
the company in the State of New Jersey, between the hours of
eleven and twelve o'clock in the fore-noon, or at such other
time during regular business hours as may be stated by the
notice of the meeting, on the first Monday of May in each year,
if not a legal holiday, and if a legal holiday, then on the next
succeeding Monday not a legal holiday for the purpose of
electing directors and for the transaction of such other
business as may be brought before the meeting.

Written notice of the Annual Meeting shall be mailed at least
twenty (20) days prior to the meeting to each stockholder of
record at his address as the same appears on the stock books of
the company.  A failure to mail such notice, or any irregularity
in such notice, shall not affect the validity of any annual
meeting, or of any proceedings at any such meeting.



Section 2.    Special Meetings.    Special meetings of the
stockholders of the company may be held at the principal office
of the company in the State of New Jersey, whenever called in
writing, by a vote of the majority of the Board of Directors, or
upon written request by stockholders holding ten per cent (10%)
of the capital stock addressed to the Secretary.

Written notice of each special meeting, stating the day, hour
and place thereof, and in general terms the business to be
transacted thereat, shall be mailed at least ten (10)   days prior
to the meeting to each stockholder of record at his address as
the same appears on the stock book of the company.  If all the
stockholders shall waive notice of a special meeting, no notice
of such meeting shall be required; and whenever all the
stockholders shall meet in person or by proxy, such meeting
shall be valid for all purposes without call or notice, and at
such meeting any corporate action may be taken.



	Section 3.    Quorum.    At any meeting of the stockholders the
holders of the majority of the capital stock issued and
outstanding, present in person or represented by proxy, shall
constitute a quorum for all purposes.  if the holders of the
amount of stock necessary to constitute a quorum shall fail to
attend in person or by proxy at the time and place fixed by
these by-laws for an annual meeting, or fixed by notice as above
provided for a special meeting called by the directors or
stockholders, a majority in interest of the stockholders present
in person or by proxy may adjourn, from time to time, without
notice other than by announcement at the meeting, until holders
of the amount of stock requisite to constitute a quorum shall
attend.  At any such adjourned meeting of which a quorum shall
be present, any business may be transacted which might have been
transacted at the meeting as originally notified.



	Section 4.    Voting.    At each meeting of the stockholders
every stockholder shall be entitled to vote in person, or by
proxy appointed by instrument in writing, subscribed by said
stockholder or by his duly authorized attorney, and delivered to
the inspectors at the meeting; and each stockholder shall have
one vote for each share of capital stock having voting powers
standing registered in his name, but no share of capital stock
shall be voted on at any meeting which has been transferred on
the books of the corporation subsequent to the record date fixed
by the Board of Directors.  All voting for election of directors
shall be by ballot.  At each meeting of the stockholders a full,
true and complete list in alphabetical order of all stockholders
entitled to vote at such meeting, and indicating the number of
shares held by each, certified by the secretary or by the
treasurer, shall be furnished.  Only the persons in whose names
shares of capital stock stand on the books of the company, as
evidenced by the list of the stockholders so furnished, shall be
entitled to vote in person or by proxy on the shares so standing
in their names.  Upon demand of any stockholder, the votes upon
any question before the meeting, shall be made by ballot.



	Section 5.    Inspectors.    At each meeting of the
stockholders the polls shall be opened and closed, the proxies
and ballots shall be received and taken in charge, and all
questions touching the qualifications of voters and the validity
of proxies and the acceptance or rejection of a voter, shall be
decided upon by two or more inspectors.  The inspectors shall be
appointed by the presiding officer of the meeting and the
inspectors shall be sworn to faithfully perform their duties,
and shall, in writing, certify the returns showing the result of
the election or ballot.  The inspectors may or may not be
stockholders, but any inspector may not be a candidate for the
office of director.  In case of failure to appoint inspectors,
the stockholders at any meeting may elect an inspector or
inspectors to act at the meeting.



ARTICLE  II

BOARD OF DIRECTORS

Section 1.    Number, Eligibility and Term of Office.    The
business and the property of the company shall be managed and
controlled by the Board of Directors.  There shall be     eleven
 (11) directors, who shall be elected annually by ballot at the
Annual Meeting of the Stockholders and shall hold office for one
year, and until their successors are elected and qualified.

The directors shall act only as a board and the individual
director shall have no power as such.



Section 2.    Vacancies.    Any vacancy in the board, including
a vacancy caused by an increase in the number of directors, may
be filled by the affirmative vote of a majority of the remaining
directors, even though less than a quorum of the Board, or by a
sole remaining director.



Section 3.    Place of Meeting.    The directors may hold their
meetings, and keep the books of the company at the office of the
company in the City of Elizabeth, County of Union, State of New
Jersey, or at such other place or places as the Board from time
to time may lawfully determine.



Section 4.    Regular Meetings.    Regular meetings of the Board
of Directors shall be held monthly on the third Thursday of each
month, if not a legal holiday, and if a legal holiday, then at
the next succeeding Thursday not a legal holiday.  No notice
shall be required for any such regular meetings of the Board.

The Board of Directors may designate some other day for the
regular monthly meeting in which case notice of the meeting
shall be given as provided for Special Meetings, but such notice
may be waived by any director.



Section 5.    Special Meetings.    Special meetings of the Board
of Directors shall be held whenever called by the chairman,
president or by not less than one-third of the directors for the
time being in office.

The secretary shall give notice of each special meeting by
mailing the same at least two days before the meeting or by
telegraphing the same at least one day before the meeting to
each director, but such notice may be waived by any director. 
At any time at which every director shall be present, even
though without notice, any business may be transacted.



Section 6.    Quorum.    A majority of the Board of Directors
for the time being in office shall constitute a quorum for the
transaction of business, but if at any meeting of the Board
there be less than a quorum present a majority of these present
may adjourn the meeting from time to time until a quorum shall
be present.



Section 7.    Committees.    The Board of Directors, by
Resolution adopted by a majority of the entire Board may appoint
from among its members, an executive committee and one or more
other committees.  Except as otherwise provided by law, the
executive committee shall have and may exercise all the
authority of the Board of Directors when the Board is not in
session, and each such other committee of the Board shall have
and may exercise the authority of the Board to the extent
provided in the resolution of appointment. The Chairman and
President shall be ex officio members of all committees.

The Board of Directors shall be kept informed of the actions
taken by any Committee.



Section 8.    Designation of Depositories.    The Board of
Directors shall designate the trust company, or trust companies,
bank or banks in which shall be deposited the money or
securities of the company.



Section 9.    Contracts and Directors, etc.    Inasmuch as the
directors of this company are or may be men of large and
diversified business interests, and are likely to be connected
with other corporations with which from time to time this
company must have business dealings, no material contract or
other transaction between this company and any other corporation
shall be affected by the fact that directors of this company are
interested in, or are directors or officers of, such other
corporation.

The Board of Directors in its discretion may submit any contract
or act for approval or ratification at any annual meeting of the
stockholders, or at any meeting of the stockholders called for
the purpose of considering any such act or contract; and any
contract or act that shall be approved or be ratified by the
vote of the holders of a majority, of the capital stock of the
company which is represented in person or by proxy at such
meeting (provided that a lawful quorum of stockholders be there
represented in person or by proxy) shall be valid and as binding
upon the company and upon all the stockholders as though it had
been approved or ratified by every stockholder of the company.



Section 10.    Compensation of Directors.    For his attendance
at any meeting of the Board of Directors, or committee every
director shall receive reasonable director's fees to be fixed by
the Board for attendance at each meeting.

	Section 11.    Compensation of Officers and Employees.    The
compensation of all officers shall be fixed by the Board of
Directors and of all employees not mentioned in these by-laws by
the officer or officers so authorized by the Board of Directors.



ARTICLE  III

OFFICERS

Section 1.    Enumeration of, Election, Removal of.     The
officers of the company shall be a chairman, president,
executive vice president, one or more vice presidents,
secretary, an assistant secretary, treasurer, an assistant
treasurer, and such other officers as shall from time to time be
provided for by the Board of Directors.  The chairman and
president shall be directors of the company and any one person
may hold any two or more of the offices enumerated above, as the
Board of Directors may provide.  The officers of the company
shall be appointed at the first meeting of the Board of
Directors after the annual election of directors, which may be
on the day of the annual election, and they shall hold office
for one year, and until their respective successors shall have
been duly appointed and qualified, provided, however, that all
officers, agents and employees of the company shall be subject
to removal at any time by the affirmative vote of a majority of
the whole Board of Directors.  In its discretion, the Board of
Directors, by a vote of the majority thereof, may leave unfilled
for such period as it may fix by resolution any office.



Section 2.    Powers and Duties of Chairman.  The Chairman shall
preside at all meetings of the stockholders and the Board of
Directors.  He shall have general charge and supervision of the
business of the company.  He may sign and execute all authorized
bonds, debentures, contracts, notes or obligations in the name
of the company, and with the treasurer, an assistant treasurer,
or secretary, or assistant secretary, may sign all certificates
of the shares in the capital stock of the company.  He shall
from time to time make such reports of the affairs of the
company as the Board of Directors may require and shall annually
present a report of the preceding year's business to the Board
of Directors, which report may be read at the annual meeting of
the stockholders.  He shall do and perform such other duties as
may be from time to time assigned to him by the Board of
Directors.



Section 3.    Powers and Duties of Vice Chairman.    The Vice
chairman shall have all the powers as the Chairman enumerated in
Section 2 above in his absence or disability.  He shall have
such other powers and shall perform such other duties as may
from time to time be assigned to him by the Board of Directors.



Section 4.    Powers and Duties of President.    The president
shall possess the powers and may perform the duties of the
chairman in his absence or disability.  He shall have charge of
the general management of the company under the supervision of
the chairman.  He may sign and execute all authorized bonds,
debentures, contracts, notes or obligations in the name of the
company, and with the treasurer, assistant treasurer, secretary,
or assistant secretary, may sign all certificates of the shares
of the capital stock of the company.  He shall do and perform
such other duties as may be from time to time assigned to him by
the Board of Directors.



Section 5.    Powers and Duties of Executive Vice President.   
The executive vice president shall possess the powers and may
perform the duties of the president in his absence or inability.

He shall assist the president in the general management of the
company.  He may sign and execute all authorized bonds,
debentures, contracts, notes or obligations in the name of the
company, and with the treasurer, assistant treasurer, secretary
or assistant secretary, may sign all certificates of the shares
of the capital stock of the company.  He shall do and perform
such other duties as may be from time to time assigned to him by
the Board of Directors.



Section 6.    Powers and Duties of Vice President.    A vice
president shall have all the powers as the executive vice
president enumerated in Section 5 above in his absence or
disability.  He shall have such other powers and shall perform
such other duties as may from time to time be assigned to him by
the Board of Directors.



Section 7.    Powers and Duties of Secretary.    The secretary
shall keep the minutes of all meetings of the stock holders and
all meetings of the Board of Directors.  He shall attend to the
giving and service of all notices of the company; he may sign
with the chairman, president, executive vice president or vice
president in the name of the company all contracts authorized by
the Board of Directors and when required by the Board of
Directors, or permitted by these by-laws he shall affix the seal
of the company thereto; he shall have charge of all books and
papers as the Board of Directors may direct, all of which shall,
at all reasonable times, be open to the examination of any
director, upon application at the office of the company during
business hours, he may sign with the chairman, president,
executive vice president or a vice president, all certificates
of shares of capital stock; he shall in general perform all of
the duties incident to the office of the secretary, subject to
the control of the Board of Directors and shall do and perform
such other duties as may from time to time be assigned to him by
the Board of Directors.

Section 8.    Powers and Duties of Assistant Secretary.    The
assistant secretary shall have the same powers as the secretary
in his absence or disability, and he shall have such other
powers, and he shall perform such other duties as may be
assigned to him from time to time by the Board of Directors.



Section 9.    Powers and Duties of Treasurer.    The treasurer
shall have custody of all funds and securities of the company
which may have come into his hands; when necessary or proper, he
shall endorse on behalf of the company for collection, checks,
notes and other obligations, and shall deposit the same to the
credit of the company in such bank, or banks, or depository as
the Board of Directors may designate; jointly with such other
officer as may be designated by by-law or by resolution of the
Board of Directors, all bills of exchange and promissory notes
of the company; he may sign with the chairman, president,
executive vice president, or a vice president, all certificates
of shares in the capital stock; whenever required by the Board
of Directors, he shall render a statement of his cash account,
he shall regularly in books of the company to be kept by him for
the purpose, keep a full and accurate amount of all moneys
received and paid by him on account of the company; he shall, at
all reasonable times, exhibit his books and accounts to any
director of the company upon application at the office of the
company during business hours; he shall perform all acts
incident to the position of treasurer, subject to the control of
the Board of Directors; and he shall have such other powers and
he shall perform such other duties as may be assigned to him by
the Board of Directors, from time to time.  He shall give bond
for the faithful performance of his duties as treasurer as the
Board of Directors may direct.



Section 10.    Powers and Duties of Assistant Treasurer.    The
assistant treasurer shall have the same powers as the treasurer
in his absence or disability, and he shall have such other
powers and he shall perform such other duties as may be assigned
to him by the Board of Directors from time to time.  He shall
give bond for the faithful performance of his duties as
assistant treasurer as the Board of Directors may direct.



ARTICLE IV



CAPITAL STOCK

Section 1.    Certificate of Shares.    Each holder of capital
stock of the company shall be entitled to a stock certificate
signed by the chairman, president, or a vice president and
either the treasurer or an assistant treasurer, or the secretary
or an assistant secretary, certifying the number of shares owned
by him in the company.  However, when the certificate is signed
by the transfer agent, or an assistant transfer agent, or by a
transfer clerk on behalf of the company and a registrar, the
signature of the chairman, president, vice president, treasurer,
assistant treasurer, secretary or assistant secretary may be
facsimiles.

All certificates shall be consecutively numbered.  The name of
the person owning the shares represented thereby, with the
-number of such shares and the date of issue, shall be entered
in the company's books.

No certificate shall be valid unless it be signed as provided
above in this Section I of Article IV of the by-laws.

All certificates surrendered to the company shall be cancelled,
and no new certificate shall be issued until the former
certificate shall have been surrendered and cancelled, or such
proof that the certificate has been lost, damaged or destroyed
as the Board of Directors may require,

and in that event a new certificate may be issued, but the Board
of Directors may require such security as they deem appropriate.

Section 2.    Transfer of Shares.    Shares in the capital stock
of the company shall be transferred on the books of the company
by the holder thereof in person, or by his attorney, upon
surrender and cancellation of certificates for a like number of
shares.



Section 3.    Rules and Regulations as to Issue, Transfer and
Registration of Shares of Stock.    The Board of Directors shall
have power and authority to make all such rules and regulations
as they deem expedient concerning the issue, transfer and
registration of certificates for shares of the capital stock of
the company.  The Board of Directors may appoint a transfer
agent and registrar of transfers, and require all stock
certificates to bear the signature of such transfer agent and of
such registrar of transfers.



Section 4.    Closing of Transfer Books.    The stock transfer
books may be closed for the meetings of the stockholders, and
for the payment of dividends, during such periods as from time
to time may be fixed by the Board of Directors, and during such
periods no stock shall be transferable.



Section 5.    Fixing Date for Determination of Stockholders'
Rights.    The Board of Directors is authorized from time to
time to fix in advance a date not exceeding sixty (60) nor less
than ten (10) days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or
the date of allotment of rights, or the date when any change or
conversion or exchange of capital stock shall go into effect, as
a record date for the determination of the stockholders entitled
to notice of and to vote at any such meeting, or any such
allotment of rights, or to exercise the rights in respect to any
such change, conversion or exchange of capital stock, and in
such case only stockholders of record on the date so fixed shall
be entitled to such notice of and vote at any such meeting, or
to receive payment of such dividend, or allotment of rights, or
exercise such rights, as the case may be, and notwithstanding
any transfer of any stock on the books of the company after any
such record date fixed as aforesaid.



ARTICLE V

DIVIDENDS AND WORKING CAPITAL

Section 1.    Dividends.    Dividends may be declared by the
Board of Directors from time to time out of the surplus or net
profits of the company, and shall be payable at such times as
the Board may determine.



Section 2.    Working Capital.    Before payment of any
dividends or making any distribution of profits, there may be
set aside out of the net profits of the company such sum or sums
as the Board of Directors may from time to time in their
discretion think proper as working capital or as a reserve fund
to meet contingencies, and from time to time the Board of
Directors may increase, diminish and vary such working capital
or such reserve fund in their absolute judgment and discretion.



ARTICLE VI

CHECKS, NOTES, CONTRACTS, ETC.

Section 1.    Checks and Notes.    Payment shall be made by
checks or check voucher, all of which shall be signed by the
chairman, or president and the treasurer or assistant treasurer,
or by any two officers of the company as the Board of Directors
may from time to time direct, except that the Board of Directors
may provide by resolution for special subsidiary checking
accounts and their manner of operation for payroll, dividend and
other purposes.  Bills receivable, drafts and other evidence of
indebtedness to the company, shall be endorsed for the purpose
of discount or collection by the treasurer or assistant
treasurer, or such other officer or officers of the company as
the Board of Directors may from time to time by resolution
designate.  No bills or notes or other evidence of indebtedness
shall be executed by or on behalf of the company unless the
Board of Directors shall authorize the same.  Such authority may
be general or confined to specific instances.



Section 2.     Contracts and Instruments.     The Board of
Directors may authorize any officer or officers, agent or
agents, to enter into any contract or execute and deliver any
conveyance or instrument in the name of and on behalf of the
company, and such authority may be general or confined to
specific instances.

When the execution of any contract, conveyance or other
instrument has been authorized without specification of the
executing officers, the chairman, president or a vice president
and the secretary or assistant secretary, may execute the same
in the name and behalf of the company and may affix the
corporate seal and attest thereto, unless otherwise directed or
required by the Board of Directors.



					    ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 1.    Fiscal Year.    The fiscal year of the company
shall begin on the first day of January in each and every year,
and all accounts shall be brought up to the close of the year.



Section 2.    Principal Office.    The principal office of this
company shall be at One Elizabethtown Plaza, City of Elizabeth,
County of Union, State of New Jersey, but the Board of Directors
may at any regular or special meeting change the place of such
office, upon the adoption of a resolution providing therefor by
the votes of at least two thirds of its members.

This company may have other offices at such places as the Board
of Directors shall designate and the business of this company
may require.



Section 3.    Officers' Voting Stock.    The chairman,
president, or a vice president, shall have full power and
authority on behalf of this company to attend and act, and to
vote in person or by proxy at any meeting of stockholders of any
corporation in which this corporation may own and hold stock,
and at any such meeting shall possess and may exercise any and
all the rights and powers incident to the ownership of such
stock and which, as the owner thereof, the company might have
possessed and exercised if present.  The Board of Directors, by
resolution, from time to time, may confer like powers upon any
person or persons.



Section 4.    Rules of Order for Meetings.    Robert's Rules of
Order Revised, Seventy-fifth Anniversary Edition, are adopted as
rules of order for all meetings of the company where not in
conflict with law, the corporate charter and these by-laws, but
these rules of order may be suspended by a majority vote of
those entitled to vote at the meeting, either in person or by
proxy.



ARTICLE VIII



CORPORATE SEAL

Section 1. The corporate seal of this company shall be as shown
by the following impression:





ARTICLE IX

AMENDMENT OF BY-LAWS

Section 1. These by-laws may be amended by the Board of
Directors as provided in section (a) of Article IV of the Joint
Agreement of Consolidation, or as provided by law.